ARTICLES OF INCORPORATION OF FILED In the Office of the Secretary of State of Texas JAN 03 2007 Corporations Section OWNERS OF VERANDA ASSOCIATION, INC.
A Texas Nonprofit Corporation I the undersigned natural person over the age of eighteen years, acting as incorporator of a corporation under the Texas Nonprofit Corporation Act, do hereby adopt the following Articles of Incorporation for the corporation: 1. PROPERTY OWNERS ASSOCIATION. The corporation is the "Association" as defined in the Declaration of Condominium for VERANDA, A CONDOMINIUM COMMUNITY, to be recorded in the Real Property Records of Dallas County, Texas, as amended from time to time (the "Declaration"), with respect to certain real property VERANDA, A CONDOMINIUM COMMUNITY, an addition to the City of Dallas, according to plat filed and recorded in the Plat Records of Dallas County, Texas, as it may be amended and revised, and as further described in the Declaration.
-2. NAME. The name of the Association is OWNERS OF VERANDA ASSOCIATION, INC.
3. NONPROFIT. The Association is a nonprofit corporation, organized pursuant to the Nonprofit Corporation Act.
4.
DURATION. The duration of the Association is perpetual.
5. PURPOSES. The general purposes for which the Association is formed are to promote the common good, health, safety, and general welfare of the owners and residents of VERANDA, A CONDOMINIUM COMMUNITY; to provide for the preservation and maintenance of the Condominium property; and to exercise the rights and powers and to perform the duties and obligations of the Association, in accordance with the Declaration, the Bylaws of the Association, and State law, as each may be amended from time to time.
6.
POWERS. In furtherance of its purposes, the Association has the following powers
rdance with the Declaration, the Bylaws of the Association, and State law, as each may be amended from time to time.
6.
POWERS. In furtherance of its purposes, the Association has the following powers that, unless indicated otherwise by these Articles, the Declaration, the Bylaws, or State law, may be exercised by the board of directors: a.
All rights and powers conferred upon nonprofit corporations by State law in effect from time to time; b.
All rights and powers conferred upon property owners associations by State law, in effect from time to time; and ARTICLES OF INCORPORATION (for Texas Nonprofit POA) OWNERS OF VERANDA ASSOCIATION, INC.
Page 1 of 4 C. All powers necessary, appropriate, or advisable to perform any purpose or duty of the Association as set out in these Articles, the Bylaws, the Declaration, or State law.
7. MEMBERSHIP. The Association is a non-stock membership corporation. The Declaration and Bylaws will determine the number and qualifications of members of the Association; any classes of membership; the voting rights and other privileges of membership; and the obligations and liabilities of members. Cumulative voting is not allowed.
8.
MANAGEMENT BY BOARD. The management and affairs of the Association are vested in the board of directors, except for those matters expressly reserved to others in the Declaration and Bylaws. The Bylaws may determine the number and qualification of directors; the term of office of directors; the methods of electing, removing, and replacing directors; and the methods of holding a board meeting and obtaining consents.
9.
LIMITATIONS ON LIABILITY.
a.
Except as provided in Paragraph b below, an officer or director of the
ving, and replacing directors; and the methods of holding a board meeting and obtaining consents.
9.
LIMITATIONS ON LIABILITY.
a.
Except as provided in Paragraph b below, an officer or director of the Association is not liable to the Association or its members for monetary damages for acts or omissions that occur in the person's capacity as an officer or director, except to the extent a person is found liable for (i) a breach of the officer or director's duty of loyalty to the Association or its members; (ii) an act or omission not in good faith that constitutes a breach of duty of the officer or director to the Association; (iii) an act or omission that involves intentional misconduct or a knowing violation of the law; (iv) a transaction from which the officer or director receives an improper benefit, whether or not the benefit resulted from an action taken within the scope of the person's office; or (v) an act or omission for which the liability of an officer or director is expressly provided by an applicable statute. The liability of officers and directors of the Association may also be limited by the Charitable Immunity and Liability Act of 1987, Chapter 84, Texas Civil Practice and Remedies Code, as amended.
b. The limitation on the liability of an officer or director does not eliminate or modify that person's liability as a member of the Association. The liability of a member arising out of a contract made by the Association, or out of the indemnification of officers or directors, or for damages as a result of injuries arising in connection with the common elements, or for liabilities incurred by the Association, will be limited to the same proportion for which he is liable for common expenses as a member of the Association.
n connection with the common elements, or for liabilities incurred by the Association, will be limited to the same proportion for which he is liable for common expenses as a member of the Association.
10. INDEMNIFICATION. Subject to the limitations and requirements of Art. 13962.22A of the Nonprofit Corporation Act, the Association will indemnify a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding because the person is or was an appointed or elected officer or director of the Association, including the Declarant.
Additionally, the Association may indemnify a person who is or was an employee, trustee, agent, or attorney of the Association, against any liability asserted against him and incurred by him in that capacity and arising out of that capacity.
ARTICLES OF INCORPORATION (for Texas Nonprofit POA) OWNERS OF VERANDA ASSOCIATION, INC.
Page 2 of 4 11.
AMENDMENT OF ARTICLES. These Articles may be amended in accordance with the Nonprofit Corporation Act, subject to the following: a.
An amendment may not conflict with the Declaration or State law.
b.
An amendment may not impair or dilute a right granted to a person by the Declaration, without that person's written consent.
C. Without member approval, the board of directors may adopt amendments permitted by Art. 1396-4.02.A(4) of the Nonprofit Corporation Act.
12. AMENDMENT OF BYLAWS. The Bylaws of the Association may be amended or repealed according to the amendment provision of the Bylaws, which may reserve those powers to the members, exclusively.
13. DISSOLUTION. The Association may be dissolved only as provided in the
ed or repealed according to the amendment provision of the Bylaws, which may reserve those powers to the members, exclusively.
13. DISSOLUTION. The Association may be dissolved only as provided in the Declaration, Bylaws, and by State law. On dissolution, the assets of the Association will be distributed in accordance with the Declaration provision for distribution upon termination. If the Declaration has no such provision, then in accordance with Section 82.068 of the Property Code, albeit the Association is not otherwise subject to Chapter 82 of the Property Code.
14. ACTION WITHOUT MEETING. Pursuant to Article 1396-9.10.C. of the Nonprofit Corporation Act, any action required by the Nonprofit Corporation Act to be taken at a meeting of the members or directors, or any action that may be taken at a meeting of the members or directors or of any committee may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by a sufficient number of members, directors, or committee members as would be necessary to take that action at a meeting at which all of the members, directors, or members of the committee were present and voted.
15. INITIAL BOARD OF DIRECTORS. The initial board consists of three (3) directors who will serve as directors until their successors are elected and qualified, as provided in the Bylaws. The name and address of each initial director is as follows: Name Address James G. Moore Ishmail Burduroglu Rusty Ward 1515 N. Washington Avenue, Dallas, Texas 75204 1515 N. Washington Avenue, Dallas, Texas 75204 1515 N. Washington Avenue, Dallas, Texas 75204 16. INITIAL REGISTERED AGENT. The name of the Association's initial registered
Avenue, Dallas, Texas 75204 1515 N. Washington Avenue, Dallas, Texas 75204 1515 N. Washington Avenue, Dallas, Texas 75204 16. INITIAL REGISTERED AGENT. The name of the Association's initial registered agent is James G. Moore. The address of its initial registered office is 1515 N. Washington Avenue, Dallas, Texas 75204.
17.
INCORPORATOR. The name of the incorporator is JAMES G. MOORE. The address of the incorporator is 1515 N. Washington Avenue, Dallas, Texas 75204.
ARTICLES OF INCORPORATION (for Texas Nonprofit POA) OWNERS OF VERANDA ASSOCIATION, INC.
Page 3 of 4 SIGNED this 29th day of December, 2006.
TES G. MOORE THE STATE OF TEXAS COUNTY OF DALLAS cos cos cos BEFORE ME, the undersigned authority, on this day personally appeared JAMES G.
MOORE, who being by me first duly sworn, declared that he signed the foregoing document in the capacity therein stated and that the statements therein contained are true and correct.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 29th day of December, 2006.
PUB RUSTY ALLEN WARD Notary Public, State of Texas My Commission Expires June 14, 2009 ☆ Notary Public in and for The State of Texas My Commission Expires: Notary's Name: Typed or Printed ARTICLES OF INCORPORATION (for Texas Nonprofit POA) OWNERS OF VERANDA ASSOCIATION, INC.
Page 4 of 4 Corporations Section P.O.Box 13697 Austin, Texas 78711-3697 MARTIN C. CUDE, JR., P.C.
4415 NORMANDY AVENUE Dallas, TX 75205 STATE THE OF TEXAS Office of the Secretary of State Packing Slip Batch Number: 15606606 Client ID: 11261607 Batch Date: 01-03-2007 Return Method: Fax and Mail Phone No: 2145261138
NUE Dallas, TX 75205 STATE THE OF TEXAS Office of the Secretary of State Packing Slip Batch Number: 15606606 Client ID: 11261607 Batch Date: 01-03-2007 Return Method: Fax and Mail Phone No: 2145261138 2145262833 Roger Williams Secretary of State January 3, 2007 Page 1 of 1 Document Page Number 156066060002 Document Detail Expedited Filing Number / Name Count Fee OWNERS OF VERANDA ASSOCIATION, INC.
$25.00 156066060002 Certificate of Formation OWNERS OF VERANDA $25.00 ASSOCIATION, INC.
Total Document Fees $50.00 Payment Type Check Payment Status Received Payment Reference 35018 Amount $50.00 Total Payments Received $50.00 Total Amount Charged to Client Account Total Amount Credited to Client Account $0.00 $0.00 Note: This is not a bill. Please do not send any payments until the monthly statement is received.
Any amount credited to Client Account may be refunded upon request.
Refunds (if applicable) will be processed within 10 business days.
Acknowledgement of Filing Document(s) (if present) is attached.
User ID: JMARCHIONE Phone: (512) 463-5555 Come visit us on the Internet @ http://www.sos.state.tx.us/ FAX (512) 463-5709 Dial: 7-1-1 for Relay Services